What changed in this filing

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Item 1. Business

2023-02-28 compared with 2022-03-01 · 49 added, 44 removed, 165 unchanged (36% of the section changed)

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Through multiple branded marketplaces, LendingTree empowers consumers to shop for financial services the same way they would shop for airline tickets or hotel stays, comparing multiple offers from a nationwide network of over 600 partners (which we refer to as “Network Partners”) in one simple search, and choose the option that best fits their financial needs.

Services include mortgage loans, mortgage refinances, home equity loans and lines of credit, reverse mortgage loans, auto loans, credit cards, deposit accounts, personal loans, student loans, small business loans, insurance quotes, sales of insurance policies and other related offerings.

Services include mortgage loans, mortgage refinances, home equity loans and lines of credit, auto loans, credit cards, deposit accounts, personal loans, student loans, small business loans, insurance quotes, sales of insurance policies and other related offerings.

In addition, we offer tools and resources, including free credit scores, that facilitate comparison shopping for loans, deposit products, insurance and other offerings.

We seek to match consumers with multiple providers, who can offer them competing quotes for the product, or products, they are seeking.

We seek to match consumers with multiple providers who can offer them competing quotes for the product(s) they are seeking.

We believe our platform, consisting of a deep network of Network Partners across a broad array of financial products, differentiates us from other loan or insurance comparison-shopping marketplaces which may focus on fewer product offerings or partner with fewer service providers.

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Additionally, we work with our Network Partners, including providing training and other resources, to improve the consumer experience throughout the process.

Further, we have been building and improving our My LendingTree platform, which provides a relationship-based consumer experience, rather than just a transaction-based experience.

Further, we have been building and improving our MyLendingTree platform, which provides a relationship-based consumer experience, rather than just a transaction-based experience.

Evolution and Future Growth of Our Business

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We launched the LendingTree brand nationally in 1998 and, over the last twenty-plus years, we have invested significantly in this brand to gain widespread consumer recognition.

More recently, we have actively sought to expand the suite of financial services offerings we provide to consumers, in order to both leverage the applicability of the LendingTree brand as well as more fully serve the needs of consumers and Network Partners.

Since 2012, we have actively sought to expand the suite of financial services offerings we provide to consumers, in order to both leverage the applicability of the LendingTree brand as well as more fully serve the needs of consumers and Network Partners.

We believe that consumers with existing LendingTree-branded associations will be more likely to utilize our other service offerings than those of other providers whose brands consumers may not recognize.

Our My LendingTree platform offers a personalized comparison-shopping experience, by providing free credit scores and credit score analysis.

Our MyLendingTree platform offers a personalized comparison-shopping experience, by providing free credit scores and credit score analysis.

This platform enables us to monitor consumers' credit profiles and then identify and alert them to loans and other offerings on our marketplace that may be more favorable than the terms they have at a given point in time.

This is designed to provide consumers with measurable savings opportunities over their lifetimes.

This is designed to provide consumers with measurable savings opportunities over their lifetime.

By expanding our portfolio of financial services offerings, we are growing and diversifying our business and sources of revenue.

We intend to capitalize on our expertise in performance marketing, product development and technology, and to leverage the widespread recognition of the LendingTree brand to effect this strategy.

We intend to capitalize on our expertise in performance marketing, product development and technology by leveraging the widespread recognition of the LendingTree brand.

We believe the consumer and small business financial services industry is still in the early stages of a fundamental shift to online product offerings, similar to the shift that started in retail and travel many years ago and is now well established.

We believe that, like retail and travel, as consumers continue to move towards online shopping and transactions for financial services, suppliers will increasingly shift their product offerings and advertising budgets toward the online channel.

We believe the strength of our brands and of our partner network place us in a strong position to continue to benefit from this market shift.

Recent Business Acquisitions

On February 28, 2020, we acquired an equity interest in Stash Financial, Inc.

We believe that, like retail and travel, financial services consumers will continue to move towards online shopping and transactions in response to which suppliers will increasingly shift their product offerings and advertising budgets toward the online channel.

We believe the strength of our brands and of our Network Partners places us in a strong position to continue to benefit from this market shift.

Recent Business Acquisitions & Investments

In January 2022, we acquired an equity interest in EarnUp Inc.

EarnUp is a consumer-first payment platform that intelligently automates loan payment scheduling and helps consumers better manage their money and improve their financial well-being.

In February 2020, we acquired an equity interest in Stash Financial, Inc.

Stash is a consumer investing and banking platform.

Stash brings together banking, investing, and financial services education into one seamless experience offering a full suite of personal investment accounts, traditional and Roth IRAs, custodial investment accounts, and banking services, including checking accounts and debit cards with a Stock-Back® rewards program.

On January 10, 2019, we acquired Value Holding Inc., the parent company of ValuePenguin Inc.

("ValuePenguin"), a personal finance website that offers consumers objective analysis on a variety of financial topics from insurance to credit cards.

Combining ValuePenguin’s high-quality content and search engine optimization capability with proprietary technology and insurance carrier network from QuoteWizard.com, LLC ("QuoteWizard") enables us to provide immense value to insurance carriers and agents.

This strategic acquisition positions us to achieve further scale in the insurance space as well as the broader financial services industry.

These acquisitions continue our diversification strategy.

Stash brings together banking, investing, and financial services education into one seamless experience offering a full suite of personal investment accounts, traditional and Roth investment retirement accounts (“IRAs”), custodial investment accounts, and banking services, including checking accounts and debit cards with a Stock-Back® rewards program.

These investments continue our diversification strategy.

Economic Conditions

During March 2020, a global pandemic was declared by the World Health Organization related to the rapidly growing outbreak of a novel strain of coronavirus (“COVID-19”).

The pandemic has significantly impacted the economic conditions in the U.S., as federal, state and local governments react to the public health crisis, creating significant uncertainties in the U.S.

The downstream impact of various lockdown orders and related economic pullback are affecting our business and marketplace participants to varying degrees.

The pandemic significantly impacted the economic conditions in the U.S., as federal, state and local governments reacted to the public health crisis, creating significant uncertainties in the U.S.

The downstream impact of various lockdown orders and related economic pullback affected our business and marketplace participants to varying degrees.

We are continuously monitoring the impacts of the current economic conditions related to the COVID-19 pandemic and the effect on our business, financial condition and results of operations.

Of our three reportable segments, the Consumer segment was the most impacted as unsecured credit and the flow of capital in certain areas of the market contracted.

Of our three reportable segments, our Consumer segment was impacted the most as unsecured credit and the flow of capital in certain areas of the market contracted.

The impact to our Home and Insurance segments was much less substantial.

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Thus, as our revenue was negatively impacted during the recession, our marketing expenses generally decreased in line with revenue.

During 2022, the challenging interest rate environment and persistent inflationary pressures have presented additional challenges for many of our mortgage lending and insurance partners.

We have seen the most significant impact in our Home segment as mortgage rates have nearly doubled in 2022, causing a sharp decline in refinance volumes and more recent pressure on purchase activity.

Although our Insurance segment continues to rebound from the trough in the fourth quarter of 2021, the recovery has been slower than expected as demand from our carrier partners remains volatile as premium increases continue to chase inflation.

In addition, the auto and home insurance industry was impacted in 2022 by persistent industry headwinds, supply chain issues, rising accident severity and frequency, and hurricane losses.

Segment Reporting

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Our Home segment includes the following products:

purchase mortgage, refinance mortgage, home equity loans and lines of credit, reverse mortgage loans, and real estate.

purchase mortgage, refinance mortgage, home equity loans and lines of credit, and real estate.

Our Consumer segment includes the following products:

credit cards, personal loans, small business loans, student loans, auto loans, deposit accounts, and other credit products such as credit repair and debt settlement.

We ceased offering reverse mortgage loans on our marketplace in the fourth quarter of 2022.

Our Insurance segment consists of insurance quote products and insurance policies in our agency businesses.

Revenue within the Other category includes revenue from the resale of online advertising space to third parties and revenue from home improvement referrals.

We ceased offering home improvement referrals during the first quarter of 2019 and ceased reselling online advertising space during the first quarter of 2020.

Revenue within the “other” category below includes revenue from the resale of online advertising space to third parties.

We ceased reselling online advertising space during the first quarter of 2020.

Segment revenue is as follows (in thousands) :

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Revenues from our Insurance products are primarily derived from upfront match fees, and upfront fees for website clicks or fees for calls, earned through the delivery of consumer requests, as well as commissions earned on policy sales in our agency businesses.

For the year ended December 31, 2021, no Network Partners accounted for more than 10% of total consolidated revenue.

For the years ended December 31, 2020 and 2019, one Network Partner, Progressive Casualty Insurance, accounted for 15% and 12%, respectively, of total consolidated revenue, all of which was recorded within our Insurance segment.

For the years ended December 31, 2022 and 2021, no Network Partners accounted for more than 10% of total consolidated revenue.

For the year ended December 31, 2020, one Network Partner, Progressive Casualty Insurance, accounted for 15% of total consolidated revenue, all of which was recorded within our Insurance segment.

We partner with lenders throughout the United States to provide full geographic lending coverage and to offer a complete suite of loan offerings on our marketplace.

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All matched Network Partners and any conditional offers are presented to the consumer upon completion of the consumer request form.

Consumers can return to the site and view their offer(s) at any time by logging in to their My LendingTree profile.

Consumers can return to the site and view their offer(s) at any time by logging in to their MyLendingTree profile.

Additionally, matched lenders and offers are also sent to the email address associated with the consumer request.

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• A “rate table” loan marketplace, where consumers can enter their loan and credit profile and dynamically view real-time rates or other relevant information from lenders without entering their contact information.

Other Home lending products on our online marketplace include the following:

We also offer matches to providers of other Home lending products on our online marketplace include the following:

• Home equity loans and lines of credit, which enable home owners to borrow against the equity in their home, as measured by the difference between the market value of the home and any existing loans secured by the home.

Home equity loans are one-time lump sum loans, whereas a home equity line of credit reflects a line of revolving credit where the borrower has flexibility to draw down and repay the line over time.

• Reverse mortgage loans, which are a loan product available to qualifying homeowners age 62 or older.

• Reverse mortgage loans, which were loan products available to qualifying homeowners age 62 or older.

We ceased offering matches to providers of reverse mortgage loans in the fourth quarter of 2022.

In addition, we offer real estate brokerage services, through which consumers are matched with local realtors who can assist them in their home purchase or sale efforts.

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• Credit cards, which include offerings from most major card issuers.

• Personal loans, which are unsecured obligations generally carrying shorter terms and smaller loan amounts than home mortgages.

• Personal loans, which are typically unsecured obligations generally carrying shorter terms and smaller loan amounts than home mortgages.

• Small business loans, which include a broad array of financing types, including, but not limited to, loans secured by working capital, equipment, real estate and other forms of financing, provided to small and medium-sized businesses.

• Student loans, which includes both new loans to finance an education and related expenses, as well as refinancing of existing loans.

• Student loans, which includes both new loans to finance education and related expenses, as well as refinancing of existing loans.

Non-lending Consumer products also includes information, tools and access to the following:

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Our Insurance segment includes information, tools and access to insurance quote products, including automobile, home, health and Medicare, through which consumers are matched with insurance lead aggregators to obtain insurance offers, as well as insurance policies in our agency businesses.

Our QuoteWizard business is one of the largest insurance comparison marketplaces in the growing online insurance advertising market.

We also purchased ValuePenguin, a personal finance website that offers consumers objective analysis on a variety of financial topics from insurance to credit cards, in the first quarter of 2019.

Our QuoteWizard business is one of the largest insurance comparison

marketplaces in the growing online insurance advertising market.

ValuePenguin, a personal finance website that offers consumers objective analysis on a variety of financial topics from insurance to credit cards, is also part of our Insurance segment.

Other Products

Other products not included in the Home, Consumer and Insurance segments includes:

• Home improvement services, through which consumers had the opportunity to research and find home improvement professional services.

Effective in the first quarter of 2019, we no longer offer home improvement services.

• Revenue earned through resale of online advertising space to third parties is also classified in other products.

Other products not included in the Home, Consumer and Insurance segments included revenue earned through resale of online advertising space to third parties is also classified in other products.

Effective in the first quarter of 2020, we no longer resell online advertising space.

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LendingTree, Inc.

is the parent of LT Intermediate Company, LLC, which holds all of the outstanding ownership interests of LendingTree, LLC, and LendingTree, LLC owns several companies.

We were originally incorporated in the state of Delaware in June 1996 and commenced nationwide operations in July 1998.

is the parent of LT Intermediate Company, LLC, which holds all of the outstanding ownership interests of LendingTree, LLC.

LendingTree, LLC also owns several companies.

LendingTree, Inc.

was incorporated in the state of Delaware in June 1996 and commenced nationwide operations in July 1998.

In May 2003, IAC/InterActiveCorp (“IAC”) acquired LendingTree, LLC, which at the time of the acquisition was known as LendingTree, Inc.

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• Federal and state laws and regulations relating to data privacy and security, including the Gramm-Leach-Bliley Act (“GLBA”), which may impact how we collect, use, store, share and otherwise process personal information of consumers and other individuals.

See “Risk Factors—Risks Related to Legal, Compliance and Regulations” for additional information and a discussion of our regulatory risks.

Intellectual Property

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We also own one provisional U.S.

patent related to systems and methods for optimizing software development and testing which expires in October 2022, at which time a non-provisional patent application will be filed.

patent related to systems and methods for optimizing software development and testing which expires in January 2024, at which time a non-provisional patent application will be filed.

Many of our services are offered under proprietary trademarks and service marks.

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We generally apply to register or secure by contract our principal trademarks and service marks as they are developed and used.

As of December 31, 2021, we owned 41 trademarks and service marks, 35 of which are registered with the United States Patent and Trademark Office ("USPTO"), and six of which have applications pending with the USPTO but have not yet been registered.

As of December 31, 2022, we owned 44 trademarks and service marks, 37 of which are registered with the United States Patent and Trademark Office (“USPTO”), and seven of which have applications pending with the USPTO but have not yet been registered.

These registrations can typically be renewed at 10-year intervals.

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We also have agreements with third parties that provide for the licensing of patented, copyrighted and other proprietary technology used in our business.

Our success will significantly depend on our ability to obtain, maintain, enforce and protect our intellectual property and proprietary rights and operate our business without infringing, misappropriating or otherwise violating any intellectual property or proprietary rights of third parties.

Our success significantly depends on our ability to obtain, maintain, enforce and protect our intellectual property and proprietary rights and operate our business without infringing, misappropriating or otherwise violating any intellectual property or proprietary rights of third parties.

However, there can be no assurance that our efforts will be successful.

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We achieve this through dedication to our core principles which include:

building truly outstanding products, being open and candid, acting with urgency and creativity, taking charge, setting goals and being accountable, and committing to excellence.

building truly outstanding products, being open and

candid, acting with urgency and creativity, taking charge, setting goals and being accountable, and committing to excellence.

Employees are stockholders of the Company, allowing them to take charge and have a direct impact on company choices.

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None of the information on or accessible through our websites is incorporated by reference in this report, or in any other filings with, or in any information furnished or submitted to, the Securities and Exchange Commission (the “SEC”).

We make available, free of charge through our website, our reports on Forms 10-K, 10-Q and 8-K, our proxy statement for the annual shareholders' meeting and beneficial ownership reports on Forms 3, 4 and 5 as soon as reasonably practicable after we file such material with, or furnish such material to, the SEC.

We make available, free of charge through our website, our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K, our proxy statement for our annual shareholders' meeting and beneficial ownership reports on Forms 3, 4 and 5 as soon as reasonably practicable after we file such material with, or furnish such material to, the SEC.

Our filings with the SEC are available to the public at the SEC's website at www.sec.gov .

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Our code of business conduct and ethics, which applies to all employees, including all executive officers and senior financial officers and directors, is posted on the investor relations section of our website.

This is our code of ethics pursuant to Item 406 of SEC Regulation S-K and the rules of the Nasdaq Stock Market.

Any amendments to or waivers of the code of business conduct and ethics that are of the type described in Item 406(b) and (d) of Regulation S-K will be disclosed on our website or in public filings to the extent required by the applicable rules.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business